Thomas has led some of the most successful M&A deals around the world – including Deutsche Post acquisition of Global Mail, Goodyear Sumitomo Rubber merger, Avaya Global Connect joint venture with Tata and Albany International and Geshmaygroup merger

His successful deal transactions have been selected by Harvard as part of Harvard Business School case studies on mergers and acquisitions

Accomplished faculty leader who has taught in institutions like the KPMG Zürich University, PwC European Center of Excellence and more

With over 19 years of M&A experience, Thomas Kessler has led major landmark M&A transactions including Deutsche Post acquisition of Global Mail, Deutsche Telekom Orange Netherlands combination, Goodyear Sumitomo Rubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany International and Geshmay group merger. The latter has been featured as a Harvard Business School Case Study.

He is now the Founder and Managing Partner of IntegrationSuccess GmbH. His primary focus is on creating financial value for companies through M&A, JV and corporate restructuring. He has been involved in over 25 major transactions with a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities and institutions globally such as the KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center.

This course has been independently certified as conforming to universally accepted CPD guidelines. On average, this executive program contributes 16 hours towards your CPD.

Program Summary

Financial modeling is one of the most important aspects in any mergers and acquisitions. It is often the centrepiece of the entire M&A process that drives the overall valuation and sets the financial expectations in your acquisitions. Recent M&A research by Harvard suggest that 70% to 90% of acquisitions fail to meet the financial expectations of the acquirer because too often, company pay the wrong price in their acquisitions.

In this three-day intensive program on M&A Financial Modeling, you will learn how to construct a full merger model that incorporates sophisticated M&A concepts. With hands-on and interactive exercises, you will learn how to establish the right valuation benchmark for your acquisition, model the financial impact of your transaction – including earnings, synergies and cash flow analysis and review how to handle different acquisition financing features. In addition to equipping you with financial modeling skills, this program will explore the concepts on deal structuring, deal structures and sophisticated concepts on synergies by using largely successful synergies templates used by MNCs.

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other financial leaders and you will have an opportunity to establish a network with other financial leaders like yourself across multiple industries and countries.

Programs, dates and locations are subject to change. In accordance with Clariden Global policy, we do not discriminate against any person on the basis of race, color, sex, religion, age, national or disability in admission to our programs.

Introduction

In an increasingly globalized world, M&As are essential mechanisms of shareholder value enhancement. M&A is facilitating access to new markets, capacities and technologies, as well as enabling organizations to focus on core competencies. Well-planned and strategic M&As are transforming a number of corporations into global or regional powerhouses and enabling unprecedented growth beyond geographical market limitations. As financial modelling in M&A is often the centrepiece of the entire M&A process, it is crucial that you and your organization has the right capabilities to develop a full merger model that takes into account all aspects of your M&A strategy.

In this three-day intensive program on Mergers and Acquisitions Financial Modelling, you will learn how to construct a full merger model that incorporates sophisticated M&A concepts. With hands-on and interactive exercises, you will learn how to establish the right valuation benchmark for your acquisition, model the financial impact of your transaction – including earnings, synergies and cash flow analysis and review how to handle different acquisition financing features. In addition to equipping you with financial modelling skills, this program will explore the concepts on deal structuring, deal structures and sophisticated concepts on synergies by using largely successful synergies templates used by MNCs

This executive program is launched concurrently with Identifying Strategic Acquisitions and Structuring Successful M&A Deals. As both programs are designed to help you establish the right M&A capabilities for your organization, you are encouraged to send in multiple participants to these two highly popular M&A programs. Organizations who participate in both programs will receive additional discount – please enquire for further details.

What You Can Expect

Structuring the Deal - Understand how to structure an M&A deal and set up your financial model to take into account different deal structures

Valuation - Model the value of your target utilizing different valuation methods and set the right purchase price for the acquisition

CURRENT TRENDS IN M&AWhat is driving deals in the region? – Inbound/Outbound – Industry Trends

INTRODUCTION OF THE M&A LIFE-CYCLEGaining an overview of the three phases including a high level discussion of each step of the pre deal, deal, and post deal phase. Identification and definition of the key integration factors that will assure your success‘Group Exercise II’ discussion of the M&A Life cycle

DEAL STRUCTURE

THE DEAL STRUCTURING PROCESSLinking acquisition objective and organizational structure. What form of payments should you be knowledgeable about when negotiating transactions?

INTRODUCTIONHow to model your M&A transaction? Delegates will be working through all key steps to accomplish a merger model. The group work guides delegates through modeling topics as well as a M&A transaction

COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSIS ON A TARGET BUSINESSWhat are the most critical financial metrics that need to be fully understood?‘Group Exercise IV’ Modeling and Review of the P&L

IDENTIFY THE KEY COMPONENTS OF THE PURCHASE PRICE FORMULA‘Group Exercise V’ – Business valuation the simple way

THE DIFFERENT APPROACHES USED FOR VALUATION AND THEIR DIFFERENCESGroup discussion of the valuation methodologies‘Group Exercise VI’ – Delegates will discuss a) the advantages and disadvantages of the discount cash flow (DCF) valuation method, b) the difference between enterprise value and equity value, c) the strengths and weaknesses of the income approach, d) when to use a market vs cost approach in valuation

MODELING THE INITIAL VALUE OF THE TARGET VALUATIONDelegates will discuss the treasury method towards calculating the fully dilutive number of shares / the ITM (in-the-money) convertible shares to. In addition we will define the high level deal assumptions and apply the valuation methodologies using our case

ANALYZING TRANSACTION SYNERGIES AND RISKSDiscussion of possible transaction challenges, risks, hurdles versus synergies and dis-synergies. How to identify and quantify synergies using interviews? Introducing two largely successful synergy templates used by MNCs

APPLY THE SYNERGY CONCEPT IN OUR CASEDelegates will identify synergies (revenue, operating, capex), model them and apply them in our model to demonstrate the impact on the target/combined case‘Group Exercise VII’ Modeling of the synergies and their impact

COMPLETING CORE WORKING CAPITAL ANALYSIS ON A TARGET BUSINESSWhat are the most important steps in the working capital analysis?‘Group Exercise VIII’ – Working Capital Analysis and transfer into our case model

STEP 6: BUILD THE WORKING CAPITAL SCHEDULE (BASIS SALES/COGS)

COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSIS ON THE BALANCE SHEET OF A TARGET BUSINESSDiscussion of the quality of asset and liability positions and most important net assets, net debt and debt like assets?‘Group Exercise IX’ – Net Debt Analysis and application in our case model

TAX CONSIDERATIONSWhat are the four key M&A tax considerations used in deal structures. Delegates will review the Link between deal structures‘Group Exercise XIV’ Delegates will model the Purchase Price Allocation (PPA) and its impact if the M&A transaction is an asset deal or stock deal transaction

STEP 18: CONDUCT A PURCHASE PRICE ALLOCATION

STEP 19: ASSESS BOOK AND TAX STEP UP OF ASSETS PURCHASED - IN CASE OF AN ASSET DEAL

TRANSACTION FINANCIALS‘Group Exercise XVI’ Delegates will complete the financial modeling for the P&L and Balance sheet post deal including a cash analysis needed to support the financing structure used

STEP 24: PROJECTED P&L POST DEAL

STEP 25: BUILD THE TRANSACTION BALANCE SHEET

STEP 26: IDENTIFY HOW MUCH CASH IS GENERATED TO REFINANCE TRANSACTION FINAINCING

MERGERS & ACQUISITIONS MODELING – TRANSACTION FINANCIALS

‘Group Exercise XVII’ – Developing the review and model the returns from the transaction, compare against the hurdle rate for transactions and reflect on the price ranges for the transaction

STEP 27: REVIEW IF THE RETURNS BASED ON EQUITY VALUE IMPROVEMENT MEET FIRMS HURDLE RATE AND MAXIMUM PRICING/VALUATION FOR THE TRANSACTION

‘Group Exercise XVIII’ – In closing the transaction modeling delegates will review the impact of the transaction on EPS